Published: 2018-06-05 13:34:09 CEST
Olainfarm
Notice to general meeting

Resolutions of the Annual General Meeting of Shareholders of JSC „Olainfarm” held on June 05th, 2018

Resolutions of the Annual General Meeting of Shareholders of JSC „Olainfarm” held on June 05th, 2018
  

  1. Report of the Board on results of operations in 2017.  To take notice of the Report of the Board of the JSC “Olainfarm” on results of operations in 2017. Voting results:  decision is taken with the required majority of votes.
  1. Report of the Council on results of operations in 2017. To take notice of the Report of the Council of the JSC “Olainfarm” on results of operations in 2017. Voting results:  decision is taken with the required majority of votes.
  1. Report of the Auditing Committee on activities in 2017. To take notice of the Report of the Auditing Committee of the JSC “Olainfarm” on activities in 2017. Voting results:  decision is taken with the required majority of votes.
  1. Approval of the JSC “Olainfarm” Audited Consolidated Annual Report of Group and Parent Company for 2017. To approve the Audited Consolidated Annual Report of JSC „Olainfarm” group and of Parent Company for 2017. Voting results:  decision is taken with the required majority of votes.
  1. Distribution of profit of 2017.
    1. To use part of the year 2017 profit of JSC “Olainfarm” in amount of EUR 2 957 866,38 (two million, nine hundred fifty seven thousand, eight hundred sixty six euro and 38 euro cents) to pay dividends to shareholders of JSC „Olainfarm”, (ISIN code of the shares LV0000100501), paying in dividends EUR 0,21 per one share effectuating payment in two stages in III and IV quarters, but part of the profit in amount of EUR 6 312 133,62 (six million, three hundred twelve thousand, one hundred thirty three euro and 62 euro cents) to retain undistributed and to reinvest in development of JSC “Olainfarm”. In stage I, EUR 0.10 per share is payable, in stage II, EUR 0.11 per share is payable.
    2. Set the following order for calculation and payment of dividends:

I stage (III quarter): set 3rd of July, 2018 as the ex-date, set 04th of July, 2018, as the record date and 05th of July, 2018, as the date of payment;
II stage (IV quarter): set 2nd of October, 2018 as the ex-date, set 03rd of October, 2018, as the record date and 04th of October, 2018, as the date of payment.

Voting results:  decision is taken with the required majority of votes.

  1. Report of the Board on budget and on planned operations in 2018. To take notice of Report of the Board on budget and on planned operations in 2018, which include JSC “Olainfarm” unconsolidated revenues forecast for 2018 in amount of 96 million euro and JSC “Olainfarm” unconsolidated profit in amount of 10,9 million euro, consolidated revenue forecast for 2018 in amount of 130 million euro, but consolidated profit in amount of 11,5 million euro. Voting results:  decision is taken with the required majority of votes.
      
  1. Election of the Certified Auditor for 2018 and setting of renumeration of the Certified Auditor.
    1. to elect SIA ”PriceWaterhouseCoopers” (license No.5, unitary registration No. 40003142793) to be the certified and compulsory auditor for the consolidated annual report of JSC „Olainfarm” in 2018., 2019. and 2020. financial years.  
    2. to set EUR 172 800,00 (one hundred seventy thousand, eight hundred euro)  as the total remuneration of the Certified Auditor for the years 2018., 2019. and 2020., excluding VAT.

Voting results:  decision is taken with the required majority of votes.

  1. Recalling of the Council members. To withdraw the following members from the position of the member of the Council of JSC “Olainfarm”:
  1. Valentīna Andrejeva;
  2. Ivars Godmanis;
  3. Andis Krūmiņš;
  4. Aleksandrs Raicis;
  5. Gunta Veismane. Voting results:  decision is taken with the required majority of votes.
  1. Elections of the Council.
    1. To elect the Council of JSC “Olainfarm” consisting of the following members for the further term of five years:
  1. Signe Baldere – Sildedze;
  2. Irina Maligina;
  3. Milana Beļeviča;
  4. Ivars Kalviņš;
  5. Ivars Godmanis. Voting results:  decision by diving of votes.
    1. Set monthly remuneration of all the Council members in amount of 40 000,00 (forty thousand euro).
    2. Pay an additional remuneration for the performance of the duties of a member of the Supervisory Council of the joint-stock company "Olainfarm" in 2017 and In 2018 in the amount of two monthly remuneration for those recalled Council members who are not re-elected as members of the Council of the joint-stock company "Olainfarm", taking into account their personal contribution to the development of joint-stock company "Olainfarm".

Voting results:  decision is taken with the required majority of votes.

    1.  To assign Irina Maligina to convene the first meeting of the newly elected Council of joint stock company “Olainfarm”, to notify Council members on the time and venue of the Council meeting, to fix the agenda of the first meeting of the newly elected Council of joint stock company “Olainfarm”, to open the Council meeting, as well as to take other necessary actions in relation to convening and holding the first meeting of the newly elected Council of joint stock company “Olainfarm”.

Voting results:  decision is taken with the required majority of votes.

  1. Election of the Auditing Committee.
    1. To withdraw the following members of the JSC “Olainfarm” Auditing Committee:
  1. Viesturs Gurtlavs;
  2. Valentīna Andrējeva;
  3. Gunta Veismane. Voting results:  decision is taken with the required majority of votes.
    1. To elect the JSC “Olainfarm” Auditing Committee consisting of the following members for the further term of two years:
  1. Viesturs Gurtlavs;
  2. Milana Beļeviča;
  3. Ivars Godmanis

Voting results:  decision is taken by diving of votes.

    1. Set monthly remuneration of all the Auditing Committee members in amount of 11 500,00 (eleven thousand five hundred euro).

Voting results:  decision is taken with the required majority of votes.

Olaine, 5 June, 2018

Board of the JSC “Olainfarm”

Information prepared by:

         Salvis Lapins
         JSC Olainfarm
         Member of the Management Board
         Rupnicu iela 5, Olaine, Latvia, LV 2114
         Phone: +371 6 7013 717
         Fax: +371 6 7013 777
         E-mail: Salvis.Lapins@olainfarm.lv